Acquiror's Deliveries. At Closing, the Acquiror shall pay or deliver to the Contributors the following:
(a) The Consideration described in Section 2.3.
(b) The Assignment and Assumption Agreements.
(c) The certificates described in Section 2.5 evidencing the Transferees ownership of the Partnership Units and the admission of the Transferees as limited partners in the Acquiror.
(d) Any other document or instrument reasonably requested by the Contributors or required hereby.
Acquiror's Deliveries. At the Closing, the Acquiror shall deliver the following to the Contributors:
Acquiror's Deliveries. At Closing, the Acquiror shall pay or deliver to the Contributor the following:
(a) The Contribution Consideration.
(b) The Assignment and Assumption Agreement.
(c) The certificates representing Contributor's ownership of the Preferred Partnership Units described in Section 2.6.
(d) The fully executed Acquiror's Second Amended Partnership Agreement.
(e) A legal opinion from Hunton & Willxxxx xx a form satisfactory to Contributor's counsel stating that:
(i) this Agreement, and each agreement referred to in this Agreement which Innkeepers shall execute and deliver in connection with the transaction contemplated by this Agreement, have been duly authorized by all necessary action on the part of Innkeepers, have been duly executed and delivered by the Innkeepers, constitute the valid and binding agreements of Innkeepers and are enforceable in accordance with their respective terms;
(ii) that the Acquiror's Second Amended Partnership Agreement has been duly adopted and is in full force and effect;
(iii) the Preferred Partnership Units are duly authorized, and will be validly issued and outstanding when delivered in accordance with this Agreement; and
(iv) the appointment of Jack X. XxXxxx xx the Board of Trustees of Innkeepers is effective.
(f) The opinion of Hunton & Willxxxx xx the form of Item 7 of the Master Addendum that, to the extent that the Contributor receives Preferred Partnership Units (as opposed to cash consideration pursuant to Section 6.4 or otherwise) in connection with the transfer of the Property to the Acquiror (i) such transfer will be characterized as a tax-free contribution to Acquiror by Contributor under Section 721 of the Code and (ii) for Contributor and those partners of Contributor who execute the Guaranty Agreement, such transfer will not result in the recognition of income or gain associated with the portion of any negative capital account balance allocable to the Preferred Partnership Units (as opposed to cash consideration) upon closing of the contribution (to the extent that the aggregate negative capital account balance for which tax deferral is sought does not exceed the aggregate amount of debt that is guaranteed pursuant to the Guaranty Agreement).
(g) A fully executed copy of the lease of the Property to JF Hotel, Inc., or its Affiliate, substantially similar to the Innkeepers Lease, except with respect to rent formulas and term, set forth as Item 6 of the Master Addendum.
(h) Any other document or instrument reasonably re...
Acquiror's Deliveries. Unless previously delivered to Contributor, at the Closing (or such other times as may be specified below), Acquiror shall cause to be delivered to Contributor the following, each in form and substance reasonably acceptable to Contributor and Acquiror and their respective counsel:
Acquiror's Deliveries. At Closing, the Acquiror shall pay, deliver or --------------------- cause to be delivered to the Contributor, as appropriate, the following:
(a) The Purchase Price in the manner set forth in Section 2.5 hereof.
(b) The Assignment and Assumption Agreement.
(c) Any other document or instrument reasonably requested by the Contributor or required hereby.
Acquiror's Deliveries. The Acquiror shall have delivered or caused to be delivered to the Contributors, as the case may be, on or before the Closing Date, all of the documents and other information required of Acquiror pursuant to Section 7.3.
Acquiror's Deliveries. At the Closing, Acquiror, Acquiror Intermediate Holdco and Acquiror Topco shall deliver or cause to be delivered to the Company and the Contributors:
(a) The Acquiror Shares issuable pursuant to Section 2.1;
(b) a good standing certificate of recent date with respect to Acquiror certified by the State of Nevada;
(c) a good standing certificate of recent date with respect to Acquiror Intermediate Holdco certified by the Ontario Registrar of Companies;
(d) a good standing certificate of recent date with respect to Acquiror Topco certified by the Ontario Registrar of Companies;
(e) a certificate executed by the Secretary of Acquiror attaching and certifying as to the true and correct copies of (A) the organizational documents of Acquiror, and (B) the resolutions of the directors of Acquiror approving and adopting this Agreement and the Transactions;
(f) a certificate executed by the Secretary of Acquiror Intermediate Holdco attaching and certifying as to the true and correct copies of (A) the organizational documents of Acquiror Intermediate Holdco, and (B) the resolutions of the directors of Acquiror Intermediate Holdco approving and adopting this Agreement and the Transactions;
(g) a certificate executed by the Secretary of Acquiror Topco attaching and certifying as to the true and correct copies of (A) the organizational documents of Acquiror Topco, and (B) the resolutions of the directors of Acquiror Topco approving and adopting this Agreement and the Transactions;
(h) Cybin employment agreements or advisor agreements, as applicable, between Acquiror Topco and each member of the Company Advisory Team;
(i) a copy of the Support Agreement executed by each of Acquiror Topco and Acquiror;
(j) agreements evidencing each of the Closing Equity Awards; and
(k) a completed and signed IRS Form W-8BEN-E of Acquiror Intermediate Holdco.
Acquiror's Deliveries. At Closing, the Acquiror shall pay or deliver to the Contributor the following, each of which, if an instrument, shall have been duly executed and, where applicable, acknowledged on behalf of the Acquiror and shall be dated as of the date of Closing:
(a) The Certificate required by Section 5.2(b).
Acquiror's Deliveries. MISCELLANEOUS.................................................. ------------- 5.1 Notices........................................................................................
Acquiror's Deliveries. At the Closing, and at Acquiror's sole cost and expense, Acquiror shall deliver the following to Contributors:
(a) Certificates for Units. Certificates duly issued by Acquiror in the name of each Contributor as of the Closing Date representing the Units to which such Contributor is entitled pursuant to Section 1.3 of this Agreement;
